The Fall of Equestria
by Melody Waters
Summary: With the Elements of Harmony gone, the Princesses presumed dead, and Equestria on its knees, its up to 3 young foals to stop the massacre with the help of a dragon, a book, and a stranger.
1. There Were More Ponies, I Think!

"TWILIGHT TIME TWILIGHT TIME TWILIGHT TIME!"

"Hurry before Twilight sees!"

"But how do ya suppose we get them to leave?"

-  
The moonlight was vaguely showing through the clouds when the I stood up. _Same dream for the millionth time!_ I thought to myself before grabbing an apple out of my bag. I began eating the apple slowly, savoring its juice. Food like apples was hard to come by since the "incident." Apples made me thing of my best friend's farm. Apples, who knew they would become the most valuable thing I would have. I sat in the dark woods, the Everfree Forest was the safest place in all of Equestria, anywhere else and you'd be snatched up by one of Sombra's Black Knights. I had been alone for 3 months, almost a 3 months since this had all begun. No sun was ever risen thanks to Nightmare Moon's eternal night. You never knew if it was day or night, or what time it was, or if it was going to be a month, but I had my ways of keeping track of time. I had a watch in one of my bags, and every 24 hours I scribbled a line on a sheet of paper. It wasn't the best method, or the most precise, but at least I knew.

There were very few ponies left that were free. Most of the time if they were caught, they were put to work somewhere. If you met a free pony though, you can't trust them. They might seem friendly and alright, but in reality all free ponies want to do is take everything you have and being a foal makes you one of the easiest targets in Equestria. Being a pegasus filly who cant fly, well, that just makes it worse. When I finished my apple I picked out the seeds and threw the core onto the ground. Seeds of the apples were also very precious, if you could start an apple farm where Black Knights wouldn't be able to catch you, you could make a living and survive! That's all ponies really care about now a 'days. I mean, it would be amazing if I could find one of my friends or my "sister." I still hope that one day Twilight and Rainbowdash and everypony else will just appear and defeat Nightmare Moon and Sombra. If anypony can defeat them it would be them, the Elements of Harmony. I packed up my things and started trotting down a remote part of the Everfree Forest. I used to be frightened by stories of the headless horse pony, and I imagined it chasing me through the trees. It made me laugh at first, but laughing made me think of Pinkie Pie and every other pony who was dead or missing.

The Crystal Empire and Canterlot were the two most populated places with slaves and thieves, areas you never tried to roam around in. In every city there were Black Knights and new factories. I would love to go back to Ponyville and look for somepony, but I know that there wouldn't be anypony that I knew. I missed them so much. Why did this have to happen to me, to us, to everypony!? Thinking about it formed a pit in my stomach. The thought of never seeing my friends again was just too horrible! Where were they? They couldn't be dead right? They were too strong to fall to Sombra! Rainbowdash was alive too, I just knew it! Then again, I hadn't seen them for 3 months. _Where was I going? What was I going to do with life? Maybe it would be easier to just die._ I thought. NO! I couldn't just die! Rainbowdash had taught me to be strong, I wouldn't just go down without a fight! I made up my mind. I had to go to Ponyville to find my friends! We have to be reunited, so we can save Equestria! That's what I'd do... if I could. I couldn't save Equestria, I was just a handicapped filly in world full of knights, slaves, thieves, and death. I began to sob right there in the middle of the woods, but just as I started to cry, I remembered a certain pony who might not have been caught because of the destination where she lived! My hopes were shooting out of the sky, as I galloped as fast as possible to Zecora's hut.

My heart sank to my hooves when I arrived at Zecora's. Her hut was nothing but ash, herbs, medicines, and broken tea pots were scattered everywhere, and nothing remained out of the entire place. I trotted around the hut for a little bit, but found nothing. I sighed, as I glanced around. There really wasn't ever going to be anypony I could find. I felt tears forming in my eyes again, but that's when I realized that I was super close to Ponyville! This time I told myself not to get my hopes up for anything. I had learnt that ages ago and wondered why I even had the slightest hope of seeing Zecora. I galloped through the Everfree, cautious of Black Knights and blue flowers. Upon reaching the border of the Everfree and Ponyville, I slowed my pace to a turtles. I peeked out of the bushes to look at what I had once called home. I saw a dark smoke rising from behind some of the destroyed homes. The entire place was covered in black crystals and statues of King Sombra and Nightmare Moon. I saw Black Knights roaming the streets and laughing. I wanted nothing more than to just run right up there and have fun with all of my friends, but it's so hard to imagine that in this world. I turned around to head back into the Everfree, and that's when I noticed two Black Knights standing right in front of me. My eyes widened in shock and horror, fear crept through every vain in my body. I felt the wind in my mane, I was running, running straight for Ponyville.

Ponyville was getting closer every step, but I couldn't let the guards catch me. I panicked and halted to a stop. This caused the knights to run straight past me, and it was too late by the time they noticed and spun around. I was already back into the Everfree. I heard that knights say "Add her to the list." What did that mean? I was to focused on getting away from there to ponder it for long. I finally stopped galloping after I was past Zecora's. I rested for a bit and got a drink of water from a pond near by. I reached into my bag and grabbed a framed photo with everypony that I cared for on it. I had been carrying it around since it all started. From the moment I fled from Ponyville. I had traveled to Canterlot, then Manehatten, then Fillydelphia, and then Baltimare, and finally to the safe Everfree forest. All those places in the matter of 3 months. I had assumed that it only took 3 months because when I stopped in one place it had already been attacked and was defeated, so I would just always be traveling. I always feared that I would meet my doom from one of the Black Knights, and what I had done, I just out-smarted them! I guess they were kind of stupid! I couldn't wait to tell Rainbowdash! I believed that if I could get away from two knights, Rainbowdash could too!

I guess I had fallen asleep with the photo in my hooves because I woke up on the edge of the pond with the photo tucked under me. I got up and looked around, and I realized that all of my bags were gone! Oh no, no no no no no no no! I needed everything that was in those bags to live! I glanced around frantically making sure that I hadn't just misplaced them. A thief. There was a thief in the Everfree. I had to find them and take my things back! I knew in my heart that I would never be able to, but I had to do something, or find something, anything. I trotted along the bushes of the Everfree with nothing besides my dignity and the photo. I trotted for a long time until I saw something out of the corner of my eye. It was a dark figure that moved swiftly. I heard a branch break from behind me. "Who- Who's there?" I sputtered out. All of the sudden, I saw a pegasus crash down from the sky right in front of me. I gulped, then felt nauseous. The pegasus examined me for a moment. I realized that I had looked frightened, so I stood up a little straighter and made my eyes look a little bit fiercer. The pegasus smiled just a bit and said, "You know kid, I didn't mean to steal your bags. I thought you were dead." She tossed my bags on the ground and turned around. She was brown with a black and gray mane, all different shades. She wore a sand colored hat with a green strip and a military green uniform shirt. She looked awesome, but why had she given me my bags? "Um, wait up!" I said as I ran up to catch up with her. I had my bags back on now and she looking at me questionably.

"Look kid, I work alone." she said staring at me.

"Great!" I said, "What kind of work?"

"Uh, it doesn't matter because I work ALONE!" she shouted.

I backed down. She picked up her pace a little bit. I wanted to go with her, but I assumed she didn't like me.

"Maybe I could go with you for a just a month?" I asked.

She sighed, "You know, maybe you could tag along for a short amount of time. Just don't get in the way of _my_ work."

"Anyway, what's your name kid?" she asked.

"Scootaloo." I responded.

"I'm Daring Do."


	2. Freedom at Last

Applebloom peered over a small oil barrel used in the factories. Her eyes darted from the left to the right and back again. There were no guards on post, that meant her plan was ago.

"Sweetiebell," she whispered, "C'mon, lets go!"

"A-Applebloom," Sweetiebell stuttered, "I'm scared."

"It don't matter! Now is gonna be the only chance we'll ever get to escape!" she yelled, keeping her voice low.

Sweetiebell was silent, and didn't say another word. Applebloom checked the directions again and darted down the left hall. Sweetiebell kept up right behind. They ran and hid until they saw it. They saw the moonlight shining brightly in the sky. The exit was right in front of them, Applebloom had been right! Sweetiebell was so full of excitement as they tiptoed out the doors, careful not to wake any guards in the houses. When the finally got a few steps from the factory, their jaws dropped down to their hooves. Ponyville looked as if a twister had come by and took everything with it. It had been the first time in 3 months since they had actually been outside, away from the factory. They had hoped that once they escaped, they could find their sisters somewhere.

"It looks horrible!" exclaimed Sweetiebell.

"And do ya smell that!" asked Applebloom, her nose wrinkling up.

They shuddered at the sight of their destroyed town. They were just about to start trotting to the boutique when they realized that the doors to homes were opening.

"Oh no."

"Sweetiebell, come here!" Applebloom was waving her hoof towards a barrel big enough for two fillies.

"Are we even going to fit in there?" questioned Sweetiebell.

"It's fine! We don't wanna get caught trying to run! Do you know what they do to ponies that run?"

Sweetiebell stepped into the barrel hesitantly. Applebloom closed the lid so that they were sealed in tight. Applebloom and Sweetiebell were back to back squished together and sweating in the airless enclosure.

"This is almost as bad as the factory!" Sweetiebell whispered.

"Ain't nearly as bad!" Applebloom encouraged.

Sweetiebell and Applebloom stayed silent, and as the hours past they slowly drifted into a deep slumber.

Sweetiebell awoke to a knight's cry. Applebloom jerked awake too.

"What in tarnation?!" Applebloom cried.

They gently opened the barrel and peeked out, in the moonlight they saw 3 figures, two knights, and a pony. They couldn't tell if it was somepony they knew, it was too dark. The pony must've been spotted wandering around, but she ended up out-smarting the knights in the end. Applebloom realized something, the knights were all watching the scene, this was their chance to run.

"Lets go!" Applebloom nudged Sweetiebell.

"WHAT!" she yelled.

"Shhhhh."

"Sorry," she said defeated, "but its broad moonlight!"

"It's still dark enough." Applebloom urged.

Sweetiebell let out a sigh as they leaped out of the barrel and bolted to the forest. No knights seemed to have noticed their sudden retreat from the poor town.

"We're free!" Applebloom cried, panting, as they ran through they Everfree.

"This is great!" Sweetiebell said.

Applebloom skidded to a stop.

"What do we do?" she asked Sweetiebell.

"Aren't we going to find Rarity and Applejack?" she questioned back.

"Well yeah, but ah' mean, ya know." she paused. "We may not find them right away, and our chances of even finding them are pretty slim. We need to have an idea of what we're gonna do _to_ find them and if we... if we..."

"Don't." Sweetiebell finished.

"Yeah."

They exchanged saddened looks.

"What do we do?" she asked again.

"We try." Sweetiebell said confidently.

They grinned.

"Well then, ah' say we get food!" Applebloom exclaimed.

"How?"

"There are tons of plants in the Everfree! Ah' bet some of them we can eat!"

"What if we eat a poison one!" Sweetiebell shouted nervously.

"Ah' don't know, but ah' think we'll be able to tell."

They wandered the Everfree picking plants that they didn't think were poisonous. Applebloom tried to remember Zecora's and Twilight's lessons about plants and herbs. They avoided anything blue and anything that animals were avoiding. In the end they had gathered enough plants to fill up their hooves, and they couldn't carry anymore.

"We should probably find some place to rest and eat!" Sweetiebell said dropping some plants.

"Right here is fine. It's not like this place has a safe zone." Applebloom responded.

They sat in the middle of the Everfree trying to figure out how to tell if the plants were poisonous or not. Applebloom finally came to the conclusion that she was too hungry and needed something to eat, so they chowed down, devouring every single plant they had uprooted. Sweetiebell was chewing on some crunchy leaves when she smelled the most awful odor.

"What is that awful stench!" Sweetiebell screamed holding her muzzle.

Applebloom sniffed the air and began hacking.

"Ew!"

The new aroma was surprisingly familiar to Applebloom, she knew it from somewhere. All of the sudden she recognized it, but she wished she hadn't. Horror overcame every inch of her body. She was tough, but this was on an all new level. Sweetiebell seemed to noticed Applebloom's fright. She gulped before asking, wondering if she wanted to know, wondering if they shouldn't have left the factory.

"What is it?" she asked hesitantly.

"T-timber- timberwolves." Applebloom stuttered.


	3. At the Border of Canterlot

Daring Do didn't say a word the entire time I was with her. It took almost all of my strength to keep up with her.

"So... Where are we heading?" I decided to ask.

Daring let out a sigh. "We're heading to a place where I can do my work."

I moaned a bit. Daring kept her eyes on the path ahead and for some reason, I felt very safe while being with her. Maybe it was just because there was finally someone there other than me. As long as she lead the way and absolutely would not speak to me, I decided to get lost in my own thoughts.

I thought about how things were before. Rainbowdash, Sweetiebell, Applebloom, I wished more than ever that I would be able to see them again, just one last time.

"Stop." I heard from my left ear.

"Hmm? Why?" I whispered.

Daring closed her eyes and it looked like she was very focused on something, until she opened them and quickly glanced in every direction.

"This way!" she said hurriedly.

"Huh?" was all that came out.

"HURRY, I DONT HAVE TIME TO TELL YOU WHY!"

She screeched so loud that I was convinced my eardrums just broke. I didn't hesitate though, I was sprinting right alongside side Daring. To be honest, for some reason, I didn't feel nervous at all. Even when I glanced up and saw Daring's worried expression. I had confidence that we would live.

Daring finally whirled around, so fast that I almost hit a tree trying to stop.

"Hey kid," she said curiously, "Can you fly?"

My heart sunk to the bottom of my hooves, she must've seen my wings and just assumed I could. But why wouldn't she? I was a pegasus, a creature who was born to fly, but no, little old handicapped me, I couldn't fly, not at all.

I opened my mouth to say no, but all I felt was a whack to my stomach and I was flying. It took me a while to digest what had just happened, but then I realized Daring had me in one of her legs and was flying a short distance off the ground, we weren't even above the treetops.

"Why are we-" I began, but was interrupted.

"Sorry sport, but we had to speed up a bit and running wasn't gonna cut it. We had to go a little faster, and flying was what I came up with. If you start to complain about the branches hitting your empty little head, just be glad I didn't leave you to die."

"Wait! What were we running from anyway?" I had to ask.

"There were some black knights. They weren't that far away, so I could sense their magic. If we had waited to run, we might've been caught."

"Oh." That was all I could say. Was _I_ the one who lured them out into the forest? Buy why would they waste their time tracking a handicapped filly like me? It didn't make any sense. As I pondered my thoughts I felt branches slapping my face and I new I'd probably have a few cuts and bruises

After what felt like only a few seconds, Daring came to a stop and smiled.

"I think we finally lost them." she said

"That was AWESOME!" I shouted, but then quickly put a hoof to my mouth. "Crap, sorry." I whispered.

"Yeah, yeah, just keep it down, kid."

"So would you tell me where we're going now, please?" I really wanted to know.

"Will you shut up if I tell you?" She asked, raising an eyebrow.

"Cross my heart, hope to fly, stick a cupcake in my eye." I said.

"Alright fine. We're going to Canterlot."

I was in a little bit of shock. "C-Canterlot, b-but, but why?" I stuttered out. Canterlot was filled with black knights. Nightmare Moon often visited there to see the overseer of this mess. Nobody knew who the "overseer" was, but rumor has it, they were the ones who caused this mess.

"I told you that! I have to do my work." she said harshly.

"Well, could you tell me what you're work is?" I wanted to know that too.

"Absolutely not!" she almost yelled.

"But why? If I'm going to Canterlot with you anyway, I'm going to see, so please just tell me now."

My reasoning must've caught her off guard as she looked a little stunned. She thought about her answer for a while, I patiently waited as I didn't want her to change her mind on telling me what it was that she was doing.

"I'll find somewhere to put you while I complete my task, as soon as I'm done with that we'll find you somewhere to stay put. At a camp or something.

That answer caught me off guard and I immediately stopped in my tracks, "B-but I want to stay with YOU!"

She just kept walking along as if she heard nothing. "Please! I don't want to be alone again!"

I finally ran after her. "I'll prove it to you, I can be as great of a sidekick as anypony!"

Daring finally halted, but it wasn't because of my words because right in front of our eyes was the most beautiful yet ugly place I had seen in a while. I was in awe. There were homes, not destroyed ones, but lovely homes with windows and a roof! There were ponies, those who had accepted the overseer's rule.

There were also what looked like poor ponies, or merchants who sold to criminals or outcasts who just happened to be passing by. There was a figure that caught my eye throughout all of the hustling and bustling. A strange pony draped in a black cloak, you couldn't see any of its features.

The pony in the cloak quickly whispered something to one of the merchants. the merchant nodded in response and wheeled his stand down the lane. When I took my eyes of him to look back at the cloaked pony, he was gone.

In the middle of the town there was a huge castle. It looked as if it was shrouded in darkness, it was like black crystals was the substance it was made up, just looking at it made my heart stop and complete fear took ahold of my body. This was in fact, the overseer's castle.

"Where are we?" I knew exactly where we were.

"Well, kid, this is the border of the great city of Canterlot."


	4. A Familiar Face

"Timber Wolves?!" Sweetiebell exclaimed.

Applebloom glanced around, uncertain to wear the odor was coming from. If she turned the wrong way, she and Sweetiebell were toast!

"Well, uh, this way!" said uncertainly.

It didn't matter though, the timber wolves would have found them before they could have a chance to run, it was a lose-lose situation, and they had to take a chance. She just hoped she made the right one, but as they ran, it was apparent that she did not. The awful stench proceeded to get stronger and stronger. They had to turn the other way. Applebloom whirled around.

"We have to go this way!" she called.

Sweetiebell turned around and began to sprint alongside her companion. Sure enough, the terrible scent began to dissolve and clear out. Applebloom and Sweetiebell were in the clear!

"Yeehaw! That sure was a close one, huh!" Applebloom yelled.

"Ha...ha... yeah." Sweetiebell panted.

"You need to work on your cardio, ya know that?" Applebloom asked.

They both started giggling and that giggling turned into laughing, and before they knew it they were cracking up, right in the center of the Everfree Forest.

"Well who do I find giggling right here, Equestria now is full of no cheer!" a very familiar voice broke the laughter of the two fillies. Their faces were automatically filled with happiness.

"ZECORA!" They both shouted together.

Zecora chuckled a bit.

"But how?" Applebloom stuttered, "I thought for sure every pony would be... uh... ya know-"

"Yes I know dear Applebloom, for a terrible ruler lead Equestria to its doom." she said.

"What terrible ruler? Not Celestia, right!?" Sweetiebell questioned.

"The one who took Celestia down is now the one who wears the crown."

"Like Sombra or Nightmare Moon?" Sweetiebell asked.

"A new enemy now strikes fear into those who call him the overseer." She spoke.

"The overseer? Who in the hay is that?!" Applebloom wanted to know.

"In these woods we might see another face, how about we talk more at my place." She glanced around nervously.

"Your house is still standing!?" Sweetiebell said in awe.

"They destroyed many city's and homes you see, but they don't expect to find one in the Everfree." she smiled.

We trotted through leaves and flowers working our way around branches that Zecora couldn't fit under, but Applebloom began to feel queezy. She continued to follow Zecora and Sweetiebell, but she got slower and slower. Eventually, she felt like she was caught in the middle of a fire she was so burning hot, but that was soon replaced with the feeling of being in an icy lake. She felt her entire body begin to quiver and shake, her head felt as if it might explode. Suddenly her vision blurred and she saw the ground meet her eyes very fast.

...

**Temporary First Person; Applebloom's P.O.V**

It was dark. Was this what death looked like? I tried to speak, but nothing came out. I wanted to cry for help! Zecora! Sweetiebell! Applejack! Anypony! I couldn't think straight. I was standing up, I could feel the ground underneath my hooves. Where in Equestria was I? All of the sudden I could hear something. It was a very small squeaking... no... somepony was talking. I tried to make out what they were saying.

"She... alright?"

"I...three..."

It became apparent that these voices belonged to none other than Zecora and Sweetiebell. I tried to call out to them, but I failed.

"...She...die?"

"...Hard...Now..."

"Zecora...who..."

"...Even...sure...who...overseer..."

That was all I heard before I blacked out again.

...

**Back to Third Person!**

Applebloom opened her eyes. It was dark, she wondered if she was even awake at that point, maybe she really was dead, but it wasn't the same darkness she had just been in. She silently sat up, almost immediately she backed down again as an agonizing pain shot through her spine. She let out a shrill scream.

Zecora came running into the room with Sweetiebell at her side.

"Applebloom!? Are you okay?! What's wrong?!" Sweetiebell asked frantically.

"It just hurts!" She barely whispered. Her voice was very frail and quiet.

"It might be an effect of the potion on you, for your disease I had to create one brand new."Zecora said calmly.

"What happened to me?" she coughed.

"Zecora said you ate something poisonous! It could have killed you! I told you we shouldn't have eaten those!" Sweetiebell shouted.

"Sorry..." Applebloom said tiredly.

"You need to be at your best so we will leave so you can get some rest." Zecora smiled and trotted off.

"Get better soon!" Sweetiebell sang as she followed Zecora.

Applebloom closed her eyes and yawned, how long had she been passed out for? That didn't matter, she had to truly get some sleep now. Zecora was right, she needed energy to be at her best. Especially since she needed to find Applejack. When Applebloom finally fell into her slumber she dreamed of her sister, when Equestria was still peaceful and protected by the elements of harmony.

...

Applebloom woke up again, only this time she had felt well rested and definitely not ill. She rolled off of the bed she was asleep on.

"Zecora!?" she called. No response.

"Sweetiebell!?" she tried. Again, no response.

It took her a moment to realize that the room she was in was completely closed off. There were no doors or windows even! Applebloom began to panic.

"GUYS?" she yelled once more.

Was she alone? All alone in this horrible world? She needed to get out of the room! There had to be someway out! Applebloom pushed and pulled on every wall, she checked under everything in the room to make sure there were no trap doors until something caught her eye. There was a little string hidden behind a small portrait on the wall. She yanked down on the string and heard a loud sound. She swung around and saw that one of the walls had been a bookshelf!

It had moved so she saw another room. To her surprise the room was Zecora's hut! She had no idea that there was a whole other room in her home, and a hidden one at that! The only question now was... where were Zecora and Sweetiebell. It's not like they could have been inside the hut, there was only one room besides the one she was just inside.

Applebloom wandered outside where it was, as always, still dark. She was getting very frightened, she had never been alone before. She might have stayed home alone, but there were always ponies in Ponyville! She decide to try to call out their names again.

"ZECORA! SWEETIEBELL!" but it was no use because Applebloom was alone. At least... that's what she thought.


	5. Goodbye?

I followed Daring through the city of Canterlot, once a beautiful city, now roaming with followers and criminals, this part of the city in specific was quite filled with lots of crooks and wanderers. Wanderers were ponies that always seemed to be on the move, stopping only to trade for food or water, I had the thought that Daring was probably one of these ponies. I really didn't want her to leave me behind at some camp or hiding place, and I had a plan to stay with her, no matter what.

I didn't know where we were going, but thought better of it to not ask. Whatever work she had must be pretty important to keep it from me! I was eager to find out what she did, if she left me somewhere I swore I would follow her! And then there was that cloaked pony. I couldn't stop thinking about him or her either. They must have had some pretty important business as well to be in Canterlot!

The more we walked the more frustrated Daring began to look. Finally, I decided it couldn't hurt to speak a little.

"So, do you know where we're going?" I tried.

"Wha?! Yeah! I know where we're going!" she sounded defensive.

"Okay, then _where_ are we going?" I asked.

"That is classified information, kid." she eyed me, "Stop being so curious, curiosity killed the cat you know."

"Yeah, I know, BUT satisfaction brought it back!" I said proudly.

For the first time since I had been traveling with Daring, she let out a chuckle. And then she _smiled _ at me. That was something I'd never had expected and it made me feel awesome!

"But, kid, seriously, if you keep on digging into things you know nothing about, you're going to get yourself killed or worse." she sounded genuine.

"Why do you care? You're just going to abandon me anyway." I stared at my hooves.

"I'm not abandoning you! If I take you with me, you'll just get in the way!" she exclaimed.

"No I wouldn't! I could help!" I yelled back.

"Well, too bad, I already told you, I work alone." she was getting angry.

"UGH! You don't have to work alone! Besides having another pony with you would make you feel better!" I claimed.

"I don't _need_ anypony with me! And certainly not YOU!" she shouted.

She sped up until she was a few feet in front of me. That was it, if she was going to get rid of me, I could just leave. I just needed to sink into the crowd. She would never even notice. I stopped. Daring kept walking, probably thinking I was still following her, I waited and waited until I couldn't see her anymore.

"Move outa the way kid!" a merchant yelled.

"Oh! I'm- I'm sorry." I felt like crying. I turned the way we came to head out of Canterlot and began walking. I kept my head bowed, so I wouldn't have to look anypony in the eye. I bumped into a lot of ponies and they always yelled. I hadn't been near ponies for so long, and if this was how they all acted, then I was grateful for it. I needed to get out of Canterlot and back into the Everfree, it was better there.

I was very persistent on finding my way back, I tried to remember every twist and turn we took until I finally saw it the border we had entered through. My face brightened up a little bit, I began sprinting towards it, but skidded to a halt when I spotted somepony familiar through the corner of my eye. It was the cloaked pony, and they were sprinting faster than anything I had ever seen and I soon realized why.

She or he was being chased by a bunch of Black Knights! There were too many to count! It also appeared she was heading to the border as well, so I dashed as fast as my tiny legs could carry me to the border. I heard hoof steps right behind me, they were too close! _Maybe I should just stop and let them pass!_ I thought. It wasn't a good one because if I had stopped I would have for sure been trampled!

I still wasn't fast enough to out run them, so I slowed down, I thought I'd be dead, but in a flash I was running again, but my legs weren't moving. I was being carried by... the cloaked pony?! I was in a bit of shock, I wanted to ask why, but now wasn't the time. And why was he or she being chased by so many knights? There were so many things I had wanted to know especially the fact that the magic knights hadn't used magic to kill him or her already!

I guess it was good that he or she was alive, or else I might have been crushed, but that would have been his or her fault. Aah! What was his or her gender?! I wanted to know that too! I couldn't help but be curious! Before I even realized it, we were out of Canterlot, and for some weird reason the Black Knights stopped chasing us. Right at the edge they all immediately halted. But why? The cloaked pony was still carrying me and bolting until not just the guards, but all of Canterlot was out of sight.

"Hey!" I started.

The pony finally stopped running and put me down.

"Who are you? And why did you save me? And why were all those knights after you?" I couldn't help it.

"Whoa, whoa, easy there, one question at a time!" this was the voice of a female pony, and it seemed very familiar, but yet, I had no idea who it was.

"Alright, why did you save me?" I asked first.

"Because, you would have been trampled, I wasn't going to let that happen to a filly." she said.

"Okay," I said, "Well, who are you?" I asked next.

"I wish I could tell you, but I can't." She replied.

"Oh, alright, why not?" I questioned.

"If you know who I am, you might get dragged into something you don't want to be dragged into." she laughed.

Her voice was bothering me, who was she?! "Do I know you?" I decided to ask.

"I can't answer that." she said.

"So I _do_ know you!" I exclaimed.

"I can't ans-" she stopped suddenly.

"Look I have to go alright, sorry if I couldn't answer all your questions." she began to run off.

"Wait!" I yelled.

She turned.

"I don't want to be alone! Please take me with you! I could help you! Please!" I begged.

"I wish I could, Scootaloo." And she was gone.

It occurred to me that I was all alone in the middle of Equestria with no where to go. I guess things hadn't really changed all that much, I would be alone again collecting apple seeds for the rest of my life.

"KID!" I whirled around.

"Daring?!" I was shocked.

**A Couple Hours Ago**

The cloaked pony recognized the merchant as soon as she saw him. She really needed him to do something for her.

"Hey." She whispered.

The merchant looked up and smiled.

"I need you to keep tabs on this pony." she handed him a picture.

"I think I saw her down that way." she said

The merchant nodded, he began pushing his stand down the lane. Everything was going to plan, everything was going to be okay.

The cloaked pony smiled at herself and ran off before anypony else could see her.


	6. A Chaotic Castle?

Applebloom began to get frantic. She ran in and out of the Zebra's hut about a million times, hoping to catch sight of either of them, anywhere. Finally, she sat down right outside of the hut panting. Her eyes started to burn and she felt the hot tears streaming down her cheeks.

"APPLEJACK!" she screeched.

She knew that no pony would respond, and so she sat there wailing like a foal having a tantrum.

"Somepony. *hic* Anypony?" she stuttered.

She was so caught up in the realization she was alone, she hadn't even thought to have tried to search for clues to where they may have been. That would have been a much more productive thing to do, instead of lying there sobbing. She curled up into a tiny ball and shut her eyes tight, she didn't want to exist in this messed up world all by herself.

Slowly as she began to calm down a little bit, she put her efforts into collecting items that looked like they could be useful. she trotted up the stairs to begin looking, but that's when she heard a branch snap behind her. She whirled around.

"Sweetiebell?" She whispered.

No reply.

Applebloom gulped, "Zecora?"

No reply.

Applebloom backed away as silently and carefully as she could. She had no idea who was there, but it had to be someone, or something.

"Who-who's there?" her breathing intensified. Her heart felt like it was going to leap right out of her chest.

"Applebloom?" there was a distinctly familiar voice.

"Yes! Who are you?" she tried.

"It's me!" A small purple dragon emerged from the bushes.

"SPIKE!?" Applebloom might have been in more shock to see him than Zecora!

"But how did ya-" Applebloom started.

"It's a really long story. I'm sure you have one too, and I'm ready to listen." he said.

Applebloom told Spike everything, from being caught and placed in the factory with Sweetiebell, to meeting up with Zecora only hours, or maybe days ago. And in return, she learned that Spike had been hiding out in a cave near Canterlot, but recently the knights found him out, so he fled to the Everfree, which was probably the safest place in Equestria now.

"Oh, ah' see." Applebloom said after Spike finished his story.

"Yeah, and I guess you've been through a lot too." he said, "You've even been in a factory. Ugh."

Just thinking about factories sent chills down Spike's back.

"Hey Spike. Do ya' know where Twilight is?" Applebloom decided to ask.

His expression immediately saddened. "I have no idea, but I have a feeling that she's dead."

"How could ya' even say that!?" Applebloom yelled.

"She would have done something by now if she was alive, and besides she left even before this whole mess started." he explained.

"She... left?" She was curious.

"Yeah, she went to go find some book with everypony else, I mean didn't your sister go with her?" Spike locked eyes with her.

Applebloom remembered. "Oh yeah, she went with Twilight. That's right! They weren't even in Ponyville when all hell broke loose!"

Spike stared back at the ground.

"Ah' mean, doesn't that mean that they could all be alive?!" she sounded way too hopeful.

"Well, I mean, I guess, but maybe it started before it officially reached Ponyville and Twilight and everypony were right where it had already spread. They had already been gone for three weeks before the Black Knights claimed Canterlot!" Spike reasoned.

"And the overseer." Applebloom shuddered.

"Yeah, that too." Spike frowned.

"So, what do we do?" Applebloom sounded as if any of the enthusiasm she had, disappeared.

"I don't know." Spike admitted, "But, we should probably head to Canterlot."

"CANTERLOT! Spike! Are ya _crazy!?_" Applebloom exclaimed.

"I know, I know. I just have this feeling that something will help us end this in Canterlot." Spike explained, "Besides, what else can we do?"

"Ya have a point, I guess."Applebloom agreed.

"So, how about it! Lets go to Canterlot!" Spike cheered optimistically.

Applebloom couldn't help but smile, "Right! Lets go! Uh... you lead the way though."

Spike's smile faded, "Oh. This way!" he guessed.

...

"SPIKE!" Applebloom yelled. "We've been wandering around for hours!"

"Oh, come on! We haven't been walking for _that_ long!" Spike argued.

"Really, I can't even hardly see where I'm going!" Applebloom reasoned.

"Well we have to be making some progress..." Spike's voice faded.

Applebloom was about to ask what was wrong, but she soon found out herself very quickly. They must have wandered out of the Everfree because what they were staring at was something absolutely... chaotic. It was a castle, but it was all sorts of different colors, and each color had a different pattern, like on blue there were polka dots, on red there were striped, on orange there was zebra print. What was this place? It was very brightly lit too, so Applebloom and Spike had to squint their eyes, they hadn't seen such bright light since before the incident.

"What in Equestria?" Applebloom was in awe.

"What is this place?!" Spike questioned.

"Should we- HUH? AAAAA!" Applebloom let out a shriek.

"APPLEBLOOM?!" Spike turned his head.

It was strange! It was as if the castle had grown tentacles, that were now wrapping themselves on her hooves. She kicked and bucked, but the tentacle things just wouldn't let go! They were latched onto her, like leaches! Wait, were they leaches?! Applebloom couldn't help it, she screeched and wailed! No matter what, she just couldn't shake them off!

"Spike!" She pleaded.

"What do I do?!" He asked quickly.

"Get these things off of me!" She yelled.

"HOW?!" Spike yelled.

"Ah' don't know, just think of something!" She begged.

Spike had no idea what to do, he pulled, pushed, and even tried cutting them off of her. The only strange thing was that they weren't doing anything to her. They just kind of grabbed her and held her against her own will. They weren't dragging her underground, or sucking the life out of her. They were just simply there. But still, Spike needed to set her free, he didn't know how, like at all. He finally decided to try flames. He gathered up his breath and blew as hard as he could muster. To Applebloom's and Spike's, for that matter, surprise, one of the tentacles shriveled up, and scurried back underground!

"Hey!" Spike said excitedly, "It actually wor-"

Just before Spike could muster up any words, there was a tight grip on his ankle. Somehow, taking out one of the tentacles just seemed to produce two more, which were now latched on to Spike!

"Huh?" Was all he could say.

"_Well, well, well. Who is it that has disturbed my precious garden?"_ There was an unsettling voice.

Spike and Applebloom whirled around, with their heads. The pony they saw was one who was familiar, too familiar. Why was _he_ here? What gave him the right to be? Hadn't the overseer turned him to stone? Why was he up and about, and with a house? And did he just call this his garden? There were too many questions, but they hadn't any answers, and the worst part about it was that they were too afraid to speak.

"Isn't anypony going to **say** anything?" Discord laughed.


End file.
